The court awarded the parties the personal property that they had in their possession at the
time of trial, but it did not place values on that property. The court also specifically held
that wife's share of the dealership's capital account was included in the value of wife's
stock and thus, did not assign a separate value to it. No equalizing judgment was awarded
to husband, thereby resulting in wife receiving the long half of the marital estate. In
addition, the trial court awarded indefinite spousal support to wife of $150 per month and
required husband to pay child support.

Husband first argues that the trial court erred in awarding spousal support to
wife. He asserts two grounds in support of his assignment of error. First, he argues that,
because wife did not request spousal support in her pleadings and raised the issue for the
first time in her trial memorandum, it was procedurally improper for the trial court to
award spousal support. Second, he argues that the support award constitutes an improper
"token award," made not because wife needs spousal support, but rather in order to
preserve her right to later seek still more support.

"[T]he following [factors] are the most important in this case: the length of
the marriage; the relative earning capacities of the parties; and, Wife's
custodial responsibilities. As explained below, the last factor also plays a
role in the catchall category of what is 'just and equitable.'

"Under [the statute], the Court is to consider '[a] party's custodial and
child support responsibilities.' In this case, Wife's custodial responsibility
of providing substantial care for Mitchell, coupled with the cost of hiring
someone to provide that care, significantly impacts her ability to work
outside the family home. His need for constant attention keeps her close to
home. Her earning capacity is not sufficient to justify hiring another to
provide the care to allow her to engage in full-time employment.

"While the impact of Mitchell's needs on Wife's earning capacity are
considered in large part by the child support guidelines, the impact is not
fully considered for two reasons. First, his need for assistance will outlive
Husband's obligation to pay for Mitchell's support. Second, the longer she
is out of the job market as a result of her son's needs, the more limited her
employment prospects become.

"Husband contends that Wife's request for spousal support comes too
late. No such request was make in her petition and, apparently, the notion
first formerly [sic] appeared in her trial memorandum. Generally, such an
objection would be summarily sustained. This, however, is not the general
case. Primarily due to the issues involving Mitchell and the impact on
Wife's financial matters, and because the financial impact on Husband is
negligible, in order to allow for judicial review if called for in the future,
spousal support is set at the sum of $150 per month for an indefinite
period."

(Footnote omitted.)

We turn to the procedural aspect of husband's first assignment of error. The
trial court awarded wife spousal support even though she raised the issue for the first time
in her trial memorandum and did not request support in her pleadings. We begin our
analysis by observing that a court exercising jurisdiction over the dissolution of a
marriage has full equitable powers. ORS 107.405. For instance, in Jones and Jones, 31
Or App 1171, 1174, 572 P2d 347 (1977), we held that the trial court's authority "to
fashion an equitable decree which is responsive to the circumstances apparent from the
record is not strictly confined to the relief sought in the parties' pleadings." Rather, the
court may exercise its discretion to award any relief authorized by statute. Consequently,
we held in Jones that the trial court did not err in suspending child visitation, even though
the mother had not asked for that relief. Our holding in Jones followed Oregon Supreme
Court's decision in Grove and Grove, 280 Or 341, 571 P2d 477, modified on den of reh'g,
280 Or 769, 572 P2d 1320 (1977), where the court increased spousal support and
eliminated a provision for the termination of spousal support, even though the wife did
not appeal or ask for that relief. As the court in Grove observed, "although the issue
which we are here concerned is spousal support, that issue cannot adequately be
considered, except in light of the provision in the dissolution decree for division of
property and child support. * * * In practice, the financial portions of a dissolution
decree are worked out together, and none can be considered in isolation." 280 Or at 344.
ORS 107.105 provides that, when a court grants a judgment of dissolution of marriage, it
may include provisions for spousal support and the division of the parties' property. As
the Supreme Court said in Haguewood and Haguewood, 292 Or 197, 206, 638 P2d 1135
(1981), "a marital dissolution often requires the achievement of certain social as well as
financial objectives which may be unique to the parties." Our review of the above case
law and of the authority granted to courts under ORS 107.405 and ORS 107.105(1)
(1997) leads to the following conclusion: whether or not a specific kind of relief is
pleaded, a court exercising jurisdiction over the dissolution of a marriage has the
authority to grant the relief authorized by statute in order "to do equity," so long as the
parties have a fair opportunity to be heard.

Having concluded that the trial court had the authority to consider awarding
spousal support although it was not requested in the pleadings, we turn to the procedural
issue of whether the trial court abused its discretion in considering the issue of spousal
support over husband's objection that he had been unable to conduct discovery as a result
of wife's belated claim. Wife's trial memorandum urged that wife "will need substantial
support for an indefinite period," relying, in part, on her employment history and her need
to care for Mitchell together with the attendant costs of care for Mitchell. The trial court
could have reasonably determined that none of those issues came as a surprise to husband.
Moreover, husband's attorney questioned witnesses at trial about wife's future
employment possibilities, and the trial court heard evidence relating to the factors listed in
ORS 107.105(1)(d) (1997). Under the circumstances, we hold that the court did not
abuse its discretion in considering the issue of spousal support, nor did it erroneously
exercise its statutory authority to award spousal support when the issue had not been
pleaded in wife's pleading.

Husband further argues that the trial court's spousal support award was a
"token" award and, thus, even if the issue were properly before the court, the award was
impermissible under the law. This court has held that "awards of token spousal support
for the purpose of preserving a basis for future increases are speculative and not based on
need." Ash and Ash, 61 Or App 595, 598, 658 P2d 540 (1983). Husband focuses on the
words used by the trial court in its opinion that "in order to allow for judicial review in the
future, spousal support is set at the sum of $150 per month for an indefinite period."
Husband argues that the court's statement indicates that it awarded spousal support only to
preserve a basis for wife to seek a future increase in support rather than to provide for her
present needs.

We reject husband's argument for at least two reasons. First, in a footnote
to the above sentence, the trial court stated:

"For the purpose of assisting any judge who may hear this matter in the
future, this Court is of the opinion that the following would constitute a
substantial change in circumstances justifying a review of the propriety of
continuing the spousal support order: (i) both parents' incomes and expenses
remaining relatively stable, and (ii) Mitchell receiving SSI and relative
foster care benefits in a sum approximating the amount estimated by [wife's
witness]."

That statement makes clear to us that the intent of the trial court's statement, "in order to
allow for judicial review in the future," was to explain its reasoning so that, in the event
of a subsequent modification proceeding, the court conducting that proceeding would be
aware of what the trial court contemplated in making its spousal support award.

Second, on de novo review, there is no question that wife has a significant
need for spousal support. She has custody of the children, including the parties' disabled
son. She makes only $1,000 per month, and Mitchell's care requirements significantly
limit her earning ability. Her mortgage and car payments alone total $1,706 per month.
The trial court also gave wife the responsibility of paying a significant amount of the
marital debt. The circumstances of this case simply do not support husband's assertion
that the award of spousal support to wife was erroneous. We conclude that the amount of
support awarded by the trial court is commensurate with her needs and husband's ability
to pay.

We turn now to the property division. Husband argues that the trial court
erred in its property award because wife received significantly more of the marital assets
than did husband. Husband says that the trial court incorrectly "undervalu[ed] the family
corporation, [applied] a discount to wife's shares, [ignored] wife's capital account, and
[gave] no value to the minor personal property." In determining what division of the
marital estate is just and proper under all the circumstances in accordance with the
statutory mandate, "courts may consider any special circumstances that might dictate
unequal division of the parties' property." Stice and Stice, 308 Or 316, 328, 779 P2d 1020
(1989). Although the trial court acknowledged that it awarded wife a majority of the
marital assets, it refused to award husband an equalizing judgment, stating that,

"There is no equalization judgment. To balance the net distributions,
an equalization judgment in the amount of $11,900 could be entered in
Husband's favor. Under the circumstances of this case, it would not be
equitable to do so. While Wife has been granted a majority of the assets,
she also has assumed almost all of the debt. From a cash flow perspective,
she will be hard pressed to get by on a month-to-month basis, let alone
satisfy an equalization judgment. Husband, on the other hand, though left
with minimal assets, is in a better position to tend to his monthly needs."

(Footnote omitted.)

First, husband argues that the trial court failed to include the value of wife's
capital account in the assets awarded to her. The court determined that the account
consisted of retained earnings. Thus, according to the trial court, the value of the account
was "a portion of [wife's] stock ownership" and was included in the value of that asset.
For that reason, it did not assign value to the account as a separate asset. Husband argues
that the trial court misunderstood the testimony. According to husband, testimony at trial
indicated that the capital account was listed in the corporate books as a debt owed by the
company. Thus, the value of the account was not included in the value of wife's stock,
and the asset should have been valued separately. For purposes of our discussion, we
give husband the benefit of his argument. We assume without deciding that husband's
analysis is correct and that the capital account was not included in the value of wife's
stock. Under that assumption, we would add $37,400, the value of wife's account, to the
total value of the assets awarded to wife.

Next, husband argues that the trial court should have assigned value to the
goodwill of the car dealership. Ordinarily, operating businesses such as car dealerships
have goodwill value unless the success or failure of the business depends on the services
of one individual. Adams and Adams, 121 Or App 187, 190, 854 P2d 501 (1993).
Although the trial court specifically held that the car dealership had goodwill, it failed to
assign any value to the goodwill, stating that:

"good will [sic] is generally considered to be the incalculable customer
favor a business earns which is above and beyond the value of the product it
sells. * * * [T]he attempt to objective[ly] calculate good will [sic] falls short
because many of the factors are subject to manipulation."

We do not agree with the trial court that a proper reason for not valuing the
goodwill in this case is that goodwill is subject to accounting manipulation. Although the
evidence of the value of goodwill may be so speculative in a particular case that no
evaluation can be made, see e.g., Reiling and Reiling, 66 Or App 284, 288, 673 P2d 1360
(1983), rev den, 296 Or 536 (1984), that is not the case here. The trial court had before it
substantial evidence of goodwill and, in fact, found that the business had a goodwill
value. Consequently, it should have assigned value to the goodwill asset that it found to
exist. As noted above, the experts valuations of the company's intangible assets ranged
from $106,718 to $690,334. Husband suggests that the different values for goodwill
arrived at by the appraisers be averaged and the goodwill be assigned a value of
$348,607. For purposes of our later discussion, we accept husband's suggestion. The
goodwill, as valued above, when added to the tangible assets, would give the dealership a
net value of $1,273,423. Thus, before the application of any discount to wife's
shareholder interest, her 10.5 percent interest in the dealership is worth $133,709.

Husband further argues that the trial court erred when it applied a 25
percent minority discount to the value of wife's stock. In applying the discount, the trial
court stated:

"In a case like this, involving a family company, where there is a minority
interest as issue, there are substantial restrictions on the sale of that interest,
the interest constitutes one of the largest assets in the marital estate, to not
discount the value of the interest is to ignore economic reality and to apply
too large of a discount is to grant a financial windfall to the recipient
spouse."

Husband, however, argues that, in light of the facts that wife cannot sell her interest
independently of the other shareholders and that wife does not contemplate selling her
interest, "the notion that she will even have to sell at a discount is entirely speculative."
He concludes that no discount should be made in the calculation of the value of her
shareholder's interest.

We are not persuaded by husband's argument. In support of his argument
that there must be a sale contemplated or possible in order to justify the application of a
discount, husband cites several cases in which we held that a marketability discount was
inappropriate. (2) However, we have emphasized that "'valuation is a fact-based analysis
necessarily taken on a case-by-case basis.'" Batt and Batt, 149 Or App 517, 524, 945 P2d
517, rev den, 326 Or 233 (1997) (quoting Tofte and Tofte, 134 Or App 449, 457 n 5, 895
P2d 1387 (1995)). For example, in Reiling, the court applied a 25 percent discount to a
minority interest in a closely held corporation because expert testimony in the case
established that the "minority interests in closely held corporations are generally at the so-to-speak mercy of the other stockholders." 66 Or App at 291. Further, in Belt and Belt,
65 Or App 606, 610-11, 672 P2d 1205 (1983), clarified, 68 Or App 42, 68 Or App 42,
680 P2d 390 (1984), we applied a 50 percent minority discount where expert testimony
established that the fact that the stock interest was a minority interest in a closely held
family corporation had a substantial impact on what a willing buyer would pay on the
open market, even though there was no evidence of a contemplated purchase.
Consequently, we reject husband's apparent assertion that a contemplated sale is a
predicate before a minority shareholder discount can be utilized for purposes of stock
valuation, and we turn to the particular facts of this case.

Both expert witnesses in this case applied a discount to the stock in the
family car dealership. Husband's expert applied a 25 percent discount, while wife's
appraiser used a 48 percent discount. The trial court adopted the discount used by
husband's expert. No expert witness testified that a discount should not be used in
valuing wife's stock. Given the fact that both experts found a discount to be appropriate
in valuing wife's stock and the other circumstances in this case, we agree that trial court
did not err in accepting husband's own evidence. As noted above, if we accept husband's
theory, wife's interest in the company, before the application of a discount, would have a
value of $133,709. Once the 25 percent discount is applied, the value of the stock would
be $100,282.

We will also assume for purposes of discussion that the court should have
included the value of the personal property that it awarded in the valuation of the assets
distributed to each party. The personal property in wife's possession was appraised at
$4,313. The property in husband's possession was appraised at $500. If we were to make
all of the above adjustments, the result would be that wife would have been awarded
$134,095 in net assets, and husband would have been awarded $47,000 in net assets.
According to husband, that disparity is unjust and should be remedied by an award of
either an equalizing judgment or an interest in the stock or in MJT.

Under ORS 107.105(1)(f) (1997), (3) the trial court's distribution of the marital
estate is to be "just and proper in all the circumstances." In carrying out that objective,
the parties' finances should be disentangled as much as possible. Haguewood, 292 Or at
207. Finally, this court will not modify a property division unless it is convinced that it
can make a disposition significantly preferable to that which was made by the trial court.
Leslie and Leslie, 130 Or App 327, 331, 881 P2d 159 (1994). In its discussion about the
division of property, the trial court specifically expressed its intent to "disentangle the
parties financially to the extent possible." To that end, it awarded wife the stock in the
dealership and the interest in MJT, businesses that are owned and operated by her family.
We agree with the court that to award husband an interest in wife's family owned
corporation would significantly entangle the parties. Further, there are special
circumstances present in this case that justify an unequal property division. Wife is
responsible for the care of Mitchell and also has custody of the parties' other two children.
She needs a residence for the children and a vehicle in which to transport them. Her
earning capacity is significantly limited by Mitchell's care requirements. Additionally,
although wife received a majority of the marital estate, she also is responsible for
significant debts under the trial court's distribution. Also, the assets she received are not
liquid and thus will not assist her in covering the expenses incurred by the family on a
monthly basis. As the trial court said, wife will "be hard pressed to get by on a month-to-month basis, let alone satisfy an equalization judgment" as requested by husband.
Further, although husband received significantly fewer assets, he is in a superior position
to support himself and pay his personal expenses. Under the circumstances, we find that
the trial court correctly concluded that the parties' finances should be disentangled and
that an equalizing judgment would be inequitable. Because we are not convinced that we
can make a distribution of property that is substantially preferable to that made by the trial
court, we will not disturb its distribution on appeal.

In sum, although wife did not request spousal support in the pleadings, the
trial court had the authority to consider the issue and, on the record before us, did not
abuse its discretion in considering the issue over husband's objection. We also conclude
that an award of spousal support is warranted on the facts of this case. Further, although
we disagree with the trial court's valuation in some respects, we hold that the court made
an equitable distribution of the parties' property under all the circumstances. Thus, the
trial court did not err on either of the grounds asserted by husband.

Affirmed.

1. ORS 107.105(1) was amended in 1999. Those amendments apply only to
petitions filed on or after October 23, 1999. The statute was also amended in 2001. Or
Laws 2001, ch 873, § 5. However, those amendments do not affect the issues presented
in this case. Thus, because the petition to dissolve the parties' marriage in this case was
filed on October 20, 1999, we apply ORS 107.105(1)(d) (1997).